Cross-border reincorporations in the European Union: the case for comprehensive harmonisation. Issue 1 (2nd January 2018)

• Record Type: Journal Article
• Authors: Gerner-Beuerle, Carsten; Mucciarelli, Federico M.; Schuster, Edmund; Siems, Mathias
• Is Part Of: Journal of corporate law studies. Volume 18:Issue 1(2018)
• Page Start: 1
• Page End: 42
• Publication Date: 2018-01-02
• Subjects: Corporation law -- Periodicals; 346.06605
• DOI: 10.1080/14735970.2017.1349428
• Languages: English
• ISSNs: 1473-5970

Abstract

ABSTRACT: Despite recent decisions of the Court of Justice that liberalise inbound and outbound reincorporations, several Member States still prohibit these transactions or make them impossible or impractical. Even where reincorporations are available in principle, significant legal uncertainties often exist due to a lack of clear and interoperable rules. This situation may, for instance, jeopardise the interests of creditors and minority shareholders of the emigrating companies in circumstances where the involved jurisdictions do not provide for an explicit regulation of cross-border reincorporations aimed at protecting these stakeholders. Furthermore, when procedural rules are unclear or lacking, companies might be struck from the relevant register of the country of origin without being entered in the register of any other Member States. We argue that, as a consequence, harmonisation of the reincorporation process is necessary, and that it is desirable to reach a high minimum standard of creditor and minority shareholder protection.